Dear Members,
Your Directors are pleased to present the 42nd Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS
OPERATIONAL REVIEW AND FUTURE OUTLOOK
During the financial year ended March 31, 2024, your Company has achieved a turnover of Rs. 8169.52 Lakhs as compared to the turnover of Rs. 6225.35 Lakhs recorded during the previous financial year ended March 31, 2023. The Company has earned profit before tax for the financial year ended March 31, 2024 of Rs. 66.33 Lakhs compared to previous financial year profit of Rs. 200.03 Lakhs. The net profit after tax for the financial year ended March 31, 2024 stood to Rs. 30.32 Lakhs as compared to profit of Rs. 157.78 Lakhs over the last financial year.
With a focus on producing the best quality of products, Zenith Exports Limited is accredited with the ISO 9001:2015 and ISO 14001:2015 certification.
The Company expects to increase its revenue and the profitability in the coming year as the business has started showing growth and the economy as a whole has moved to its revival and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.
THE STATE OF COMPANY? AFFAIRS
The Company is engaged in the business of leather goods & textile fabric. It has manufacturing units of textile for the home and apparel industries and also manufactured & exports leather industrial hand gloves to the different countries across the world.
WEAVING DIVISION
During the year under review, demands of the Silk and silk blends continues to be under pressure due to high value of fabrics and less demand of expensive fabric in European and American Markets. Consequent upon this, to strengthen the demand, the Company has changed its product mix and now less expensive qualities are being offered in the market and response is good.
But at the same time,company has to compete with big mills within India. Company is also developing new fabric using anti-microbial inherent properties expanding its product offerings and capturing new clients. Markups are very Low, but expecting good results in future.
SPINNING DIVISION
The Spinning division of your Company called ‘Zenith Spinners? located at Dholka, Ahmedabad which had suspended its operations since December, 2015 due to steep competition and unfavorable market situation has started business of trading of cotton with effect from January, 2019.
DIVIDEND
The Board of Directors did not recommend any dividend on Equity Shares during the year.
GENERAL RESERVE
The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2024.
PUBLIC DEPOSITS
The Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year 2023-24, there has been no change in the nature of business of the Company.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on March 31, 2024 stands at Rs. 5,39,62,500comprising of 53,96,250 Equity Shares of Rs. 10 each. During the financial year 2023-24, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.
DETAILS OF SUBSIDIARY, JOINTVENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Venture/ Associate Companies.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in Notes to the Financial Statements for the financial year ended March 31, 2024, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR ANDDATE OF THIS REPORT
Except as disclosed elsewhere in this Report, there have been no material changes and commitments which could affect the financial position of your Company, between the end of financial year i.e. March 31, 2024 and the date of this Report.
SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS/ COURTS
During the year under review, there were no significant material orders passed by the Regulators/ Courts and no litigation was outstanding as on March 31, 2024, which would impact the going concern status and future operations of your Company.
LISTING INFORMATION
The Company?s equity shares are listed on BSE Limited (BSE) and on the National Stock Exchange of India Limited (NSE). Listing Fees have been paid up to March 31, 2025 to both Stock Exchanges.
ACCREDITATION
The Company have been accredited ISO 9001:2015 for Quality Management System by JAS-ANZ.
RELATED PARTY TRANSACTIONS
During the financial year 2023-24 all transactions entered by the Company with Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Rules framed there under were in the ‘ordinary course of business? and ‘at arm?slength basis? and there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.
Your Company also did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Companies Act and Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on aquarterly basis. Your Company has formulated a Policy on Related PartyTransactions and the said Policy has been uploaded on the website of the Company at https://www.zenithexportsltd.com/.
Particulars of contract or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is annexed as Annexure I, to this Report. Shareholders may refer to notes to the Financial Statements for details on Related Party Transactions as required under the Ind AS 24.
PARTICULARS OF EMPLOYEE
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules, 2016 are annexed as Annexure - II to this Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company?s website at https://www.zenithexportsltd.com/.
AUDITORS AND AUDIT REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. V. Goyal & Associates, Chartered Accountants, Kolkata (ICAI Firm Registration No.312136E), were re-appointed as Statutory Auditors of the Company for a second consecutive period of 5 (five) years from the conclusion of the 40th Annual General Meeting of the Company held on 30th September, 2022 till the conclusion of 45th Annual General meeting to be held in the year 2027.
Your Company has received a certificate from M/s. V. Goyal & Associates,Chartered Accountants confirming their eligibility to continue as Auditors ofthe Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed there under. They have also confirmed that they hold avalid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.
The Report given by the Auditors on the financial statements of the Company for the financial year ended March 31, 2024 forms part of this Annual Report. The Report does not contain any qualification, reservation, adverse
Secretarial Auditors
Pursuant to the Provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Board have appointed CS Asit Kumar Labh (ACS: 32891, COP No.14664), Practicing Company Secretary, as the Secretarial Auditor of the Company, to conduct the Secretarial Audit for the financial year ended March31, 2024 and to submit Secretarial Audit Report in the prescribed Form No. MR-3.
Cost Auditor
Inview of the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the provisions of Cost Audit is not applicable on the products of the Company forthe ended March 31, 2024.
Explanation or Comments by Board on every qualification, reservation, adverse remark or disclaimer by Auditor :
The Report of the Statutory Auditor and Secretarial Auditor contains no qualification, reservation, adverse remark or disclosure and as such no explanation or commentis required to be expressed by the Board of Directors.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review your Company has complied with the respective mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
INTERNAL CONTROL SYSTEM AND ADEQUACY
Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company?spolicies, safe guarding of its assets, prevention and detection of frauds anderrors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Account) Rules, 2014 are given below :-
A. CONSERVATION OF ENERGY
The Company is engaged in the continuous review of energy costs, reduction inenergy generation cost through improved operational and maintenance practices. Energy conservation continues to receive priority attention at all levels.Company is continuing with energy saving measures initiated earlier like usage of more sophisticated machinery which can do more work in lesser time and thereby reducing the requirement of equipment that programs to maximize saving in i) Electrical Energy and ii) Fuel oil consumption.
B. TECHNOLOGY ABSORPTION
There are no existing technology supply agreements. Along with that, we have been continuously adding latest machines and balancing equipments as and when required.
C. FOREIGNEXCHANGE EARNINGS AND OUTGO
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company?s Board is duly constituted incompliance with the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company. As on March 31, 2024, the Company?s Board comprised of 6 (six) Directors. Details of the composition of the Board are provided in the Corporate Governance Report for the financial year 2023-24.
Mrs. Urmila Loyalka (DIN: 00009266), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered her self for re-appointment in terms of Section 152(6) of the Act, read with the Articles of the Company and appointment terms. Your Board recommends there appointment of Mrs. Urmila Loyalka as a Director of the Company, liable to retire by rotation.
The Company has received Notice under Section 160 of the Companies Act, 2013 from the Member(s) of the Company proposing the candidature of Mr. Urmila Loyalka for her re-appointment at the ensuing AGM.
Necessary Resolution along with disclosure / information inrespect of the director seeking appointment/re appointment has been annexed tothe Notice convening the ensuing AGM.
Mr. Jeetender Kumar Ram had resigned from the post of Company Secretary & Compliance Officer w.e.f. 1st December, 2023.
Mrs. Anita Kumari Gupta had been appointed as the Company Secretary & Compliance Officer of the company w.e.f. 12th February, 2024.
As on March 31, 2024, Mr. Varun Loyalka, Managing Director, Mr. Rajkumar Loyalka, Chief Executive Officer, Mr. Surendra Kumar Loyalka, Jt. Chief Executive Officer, Mr. Sushil Kumar Kasera, Chief Financial Officer and Mrs. Anita Kumari Gupta, Company Secretary are the whole-time Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.
BOARD MEETINGS
During the financial year 2023-24,4 (Four) Board Meetings were held. The said meetings were held on May 27, 2023, August 11, 2023, November 10, 2023 and February 10, 2024. Details of Board composition and Board Meetings held during the financial year 2023-24 have been provided in the Corporate Governance Report which forms part of this Annual Report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the "Guidance Note on Board Evaluation" issued by SEBI on January 5, 2017.
In a separate meeting of independent directors held on March 19, 2024, performance of Non-Independent Directors and the Board as a whole was evaluated without the presence of Non-Independent Directors and members of the management pursuant to Regulation 25 (3) of the Listing Regulations and Schedule IV of the Companies Act, 2013.
The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary fort he Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of Executive Directors and Non-Executive Directors in the aforesaid meeting. The above evaluations were then discussed in the Board Meeting that followed the meeting of the Independent Directors and meeting of the Nomination & Remuneration Committee, at which the performance of the board,its Committees, and individual Directors were also discussed.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Directors confirming that they meet the criteria of independence, as laid down Section 149(6) of the Companies Act, 2013 and in terms of Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Names of all the Independent Directors of the Company are registered with the Independent Directors? Databank being maintained by the Indian Institute of Corporate Affairs. Requisite confirmations as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, have been received from the Independent Directors in this regard.
The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same and is of the opinion that all the Independent Directors of the Company have required integrity, experience and expertise.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Management of theCompany keeps regularly updating the Independent Directors about the Company?s businesses, market conditions, growth and performance, strategies, efficacies of internal financial controls, internal and external risks along with mitigation plans,compliance and governance structure and other material information relevant forthem to have a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company.
The Company organized a familiarization programme for the Independent Directors on the Board of the Company in compliance of Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The detail of such familiarization programme is available on the website of the Company at www.zenithexportsltd.com.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details pertaining to composition and meetings of the committee are provided in the Corporate Gover-nance Report, which forms part of this Report. The Board has accepted all the recommendations made by the Audit Committee during the financial year 2023-24
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013 read with Regulation 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adopted a Nomination & Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, and providing for their remuneration and that of the senior management personnel as part of its charter and other matters provided under the Act and Listing Regulations. The Nomination and Remuneration Policy of the Company is available on the Company?s website at www.zenithexportsltd.com.
The objectives and key features of this Policy are as under:
Formulation of the criteria for determining qualifications, positive attributes and independence of the Directors, Key Managerial Personnel and Senior Management Personnel; Identifying persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy; Formulation of criteria for performance evaluation of the Board, its Committees and Directors including Independent Directors/ Non-Executive Directors; Devising a policy on Board diversity; Directors? induction and continued updation as and when required of their roles, responsibilities and liabilities; Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel with the Company?s financial position, industrial trends, remuneration paid by peer companies etc.; and Recommend to the Board all the remuneration in whatever form, payable to the Senior Management.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that : a) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In terms of section 177(9) of Companies Act, 2013 read with Rules framed there under and also in terms of Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended, the Company has a Vigil Mechanism that provides a mechanism for the Director/ employees to report without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the Code of conduct and instances of leak of Unpublished Price Sensitive Information, which are detrimental to the Company?s interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. The Company affirms that no employee has been denied access to the Audit Committee. The said Policy is placed on the website of the Company atwww.zenithexportslimited.com. During the year under review, there has been noincidence reported which requires action by the Vigil Mechanism Committee.
RISK MANAGEMENT POLICY
The Company has put in place a Risk Management Policy with the objective of timely identification of risks, assessment and evaluation of such risks in line withthe overall business objectives or strategies and defines adequate mitigationstrategy. Risk is an integral part of any business and the Company is committed to manage the risk in a proactive and efficient manner. The Risk management Policy of the Company has been published in the Company?s website at www.zenithexportslimited.com.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT? 2013
The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and therules there under for prevention and redressal of complaints of sexual harassment at workplace. The said policy is available on the website of the Company at www.zenithexportslimited.com. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year underre view, there was no case of Sexual Harassment received or disposed of by the Company.
ONE-TIME SETTLEMENT WITH BANKS AND FINANCIALINSTITUTIONS
The Company had not approached to the Banks and Financial Institution for One Time Settlement (OTS) for loan taken by it from them during the period under review.
CASES WITH NCLT UNDER IBC
There were no cases which are pending with NCLT under IBC during the period under review.
DETAILS OFFRAUD REPORTED BY AUDITORS
There were no frauds being identified in the Company during the period ended 31st March 2024. This is also being supported by the report of the statutory auditors of the Company as no fraud has been reported in their audit report for the period ended 31st March 2024.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANDANALYSIS REPORT
The Company has complied with the corporate governance requirements under the Companies Act, 2013 and SEBI Listing Regulations. A separate section onCorporate Governance along with a certificate from the Statutory Auditos confirming compliance of conditions of Corporate Governance as stipulated under Part-D of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.
A certificate from Practicing Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified frombeing appointed or continuing as director of the Company as prescribed under Listing Regulations is also annexed and forms part of this Report.
Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming a part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
APPRECIATION
Your Directors place on record their deep appreciation of the continued support and guidance provided by Central and State Government and all Regulatory bodies. Your Directors offer their heartiest thanks to the esteemed shareholders, customers, business associates, Financial Institutions and Commercial Banks for the faith reposed by them inthe Company and its management. Your Directors place on record their deep appreciation of the dedication and commitment of Company?s officers and employees at all levels and look forward to their continued support in future as well.